SILVER RESERVE CORP. WARRANT TO PURCHASE CONVERTIBLE DEBENTURE VOID AFTER June 30, 2007 (the “Expiration Date”)
EXHIBIT
10.9
NEITHER
THIS WARRANT, THE DEBENTURE UNDERLYING THIS WARRANT NOR THE UNDERLYING SHARES
AND WARRANTS INTO WHICH THE DEBENTURE MAY BE CONVERTED, HAVE
NOT BEEN
REGISTERED UNDER THE UNITED
STATES SECURITIES
ACT OF 1933,
AS
AMENDED (THE “SECURITIES ACT”)
OR
UNDER
ANY
APPLICABLE STATE SECURITIES LAWS
(THE
“STATE LAWS”). THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT
PURPOSES
AND MAY
NOT BE SOLD, TRANSFERRED,
PLEDGED
OR
OTHERWISE DISPOSED OF EXCEPT
IN
COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
APPLICABLE STATE LAWS, OR PURSUANT TO APPLICABLE EXEMPTIONS FROM SUCH
REGISTRATION REQUIREMENTS WHICH MAY INCLUDE SALE THROUGH A DESIGNATED OFFSHORE
SECURITIES MARKET. FURTHER, UNLESS THIS WARRANT OR THE UNDERLYING SECURITIES
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, THE SALE, TRANSFER, PLEDGE OR
OTHER DISPOSITION IN THE UNITED STATES OF THIS WARRANT OR THE UNDERLYING
SECURITIES, IS PROHIBITED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION
S (RULE 901 THROUGH 905 AND THE PRELIMINARY NOTES) PROMULGATED UNDER THE
SECURITIES ACT.
No.
«Warrant»
|
Warrant
to subscribe for
|
|
|
Convertible
Debenture
|
«Date_Accepted»
|
WARRANT
TO PURCHASE CONVERTIBLE DEBENTURE
VOID
AFTER June 30, 2007 (the “Expiration Date”)
________________
THIS
CERTIFIES that, for value received, ___________________________________________
(the
“Holder”), is entitled, subject to the terms hereof, to subscribe for and
purchase from Silver Reserve Corp., a Delaware corporation (hereinafter called
the “Company”), at any time and from time to time on or before the Expiration
Date, a Convertible Debenture issued by the Company for consideration of
$___________(
the “Warrant Price”) payable in U.S. funds at the time of
exercise
.
The
Convertible Debenture shall bear interest at the rate of 2% per annum, payable
on conversion of the Convertible Debenture or maturity. The Convertible
Debenture shall mature on December 31, 2007. The Convertible Debenture may
be
converted into “Units” consisting of one common share of the Corporation (a
“Share” or the “Shares”) and one common share purchase warrant (a “Purchase
Warrant”) at the rate of one Unit for each $0.50 of principal outstanding under
the Convertible Debenture at the time of conversion. Each Share shall be valued
at $0.49 and each Purchase Warrant at $0.01. Each Purchase Warrant shall entitle
the holder to purchase one Share at $0.75 per Share for a term of 12 months
following issuance of the Purchase Warrant. The Convertible Debenture shall
be
convertible at any time following the registration (as described below) of
the
Shares and the Purchase Warrants underlying the Units under the Securities
Act
of 1933, as amended (the “Securities Act”) and before maturity of the
Convertible Debenture.
Section
1.
Exercise
of Warrant.
(a) This
Warrant may be exercised by the Holder hereof, in whole only by the completion
of the subscription form attached hereto and by the surrender of this Warrant
(properly endorsed) at the office of the Company at 0000 Xxxxx Xxxx Xxxx.,
Xxxxx
00X, Xxxxxxxx XX X0X 0X0 (or at such other agency or office of the Company
in
the United States or Canada as it may designate by notice in writing to the
Holder hereof at the address of the Holder hereof appearing on the books of
the
Company), and by payment to the Company of the full amount of the Warrant Price,
by certified check or official bank check.
In
the
event of an exercise of the rights represented by this Warrant, a Convertible
Debenture so purchased, registered in the name of the Holder hereof, shall
be
delivered to the Holder hereof within a reasonable time, not exceeding ten
business days, after the rights represented by this Warrant shall have been
so
exercised. With respect to any such exercise, the Holder hereof shall for all
purposes be deemed to have become the Holder of record of the Convertible
Debenture from the date on which this Warrant was surrendered and payment of
the
Warrant Price was made irrespective of the date of delivery of such Convertible
Debenture, except that, if the date of such surrender and payment is a date
on
which the stock transfer books of the Company are closed, such person shall
be
deemed to have become the Holder of such Convertible Debenture at the close
of
business on the next succeeding date on which the stock transfer books are
open.
No fractional shares shall be issued upon exercise of this Warrant.
Section
2. Registration
The
Corporation undertakes to register the issuance and sale of the Shares to be
issued upon conversion of the Convertible
Debenture,
the
Purchase Warrants and the Shares underlying the Purchase Warrants under the
Securities Act. The Convertible Debenture, by its terms, will not be convertible
into Units prior to the time that the registration statement covering the issue
and sale of such securities is made effective by the Securities and Exchange
Commission (the “SEC”). The Corporation undertakes to maintain a current
prospectus covering such securities until the maturity date of the Convertible
Debentures. There is no guaranty that the registration statement covering the
issue and sale of such securities will be made effective by the SEC or that
a
current prospectus can be maintained by the Corporation until the maturity
date
of the Convertible Debenture.
Section 3.
Lock
Up Agreement Once
registered the Shares issued on conversion of the Convertible Debenture will
be
subject to a Lock Up Agreement providing that up to 25% of the Shares may be
re-sold when the registration statement becomes effective, 25% may be re-sold
six months from the date of effectiveness, 25% may be re-sold twelve months
from
the date of effectiveness and 25% may be re-sold eighteen months from the date
of effectiveness. Each subscriber will be issued four certificates for the
Shares received on conversion and three of those certificates will be legended
to reflect the forgoing restrictions on re-sale. With respect to Shares issued
upon exercise of the Purchase Warrants (assuming a current prospectus covering
the issuance of the underlying Shares is in place when the Purchase Warrant
is
exercised), 50% of the Shares received on exercise of the Purchase Warrants
will
be free trading with the remaining 50% will become free trading six months
following the exercise of the Purchase Warrants. The shares issued upon exercise
of the Purchase Warrants will be legended accordingly
Section
4. Lost,
Stolen, Mutilated, or Destroyed Warrant.
If this
Warrant is lost, stolen, mutilated or destroyed, the Company may, on such terms
as to indemnify the Company or otherwise as it may in its discretion reasonably
impose (which shall, in the case of a mutilated Warrant, include the surrender
thereof), issue a new Warrant of like denomination and tenor as the Warrant
so
lost, stolen, mutilated or destroyed. Any such new Warrant shall constitute
an
original contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable
by anyone.
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Section
5. Notices.
All
notices, requests and other communications required or permitted to be given
or
delivered hereunder shall be in writing, and shall be delivered, or shall be
sent by certified or registered mail, postage prepaid and addressed, if to
the
Holder to such Holder at the address shown on the records of the Company or
at
such other address as shall have been furnished to the Company by notice from
such Holder. All notices, requests and other communications required or
permitted to be given or delivered hereunder shall be in writing, and shall
be
delivered, or shall be sent by certified or registered mail, postage prepaid
and
addressed to the Company at the offices of the Company at 0000 Xxxxx Xxxx Xxxx.,
Xxxxx 00X, Xxxxxxxx, Xxxxxxx X0X 0X0, or at such other address as shall have
been furnished to the Holder by notice from the Company.
Section
6. Binding
Effect.
This
Warrant and all of its provisions shall enure to the benefit of the Holder
and
its successors and shall be binding upon the Company and its successors and
permitted assigns.
Section
7. Governing
Law.
This
Warrant shall be governed by the laws of the State of Delaware.
Section
8. Corporate
Obligations Rather Than Individual.
Except
as hereinafter provided, all or any of the rights conferred upon the Holder
by
the terms of this Warrant Certificate may be enforced by the Holder by
appropriate legal proceedings. No recourse under or upon any obligation,
covenant or agreement contained herein shall be had against any shareholder,
officer or director of the Company either directly or through the Company,
it
being expressly agreed and declared that the obligations under this Warrant
are
solely corporate obligations of the Company and that no personal liability
whatever shall attach to or be incurred by the shareholders, officers or
directors of the Company or any of them in respect thereof, any and all rights
and claims against every such shareholder, officer or director being hereby
expressly waived as a condition of and as a consideration for the issue of
this
Warrant.
IN
WITNESS WHEREOF, SILVER RESERVE CORP. has executed this Warrant on and as of
the
day and year first above written.
By:
Xxxxxxxx
Xxxxxx, Secretary
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ELECTION
TO PURCHASE
The
undersigned Holder of a Warrant to Purchase a Convertible Debenture issued
by
Silver Reserve Corp. (a Delaware company) hereby irrevocably elects to exercise
such Warrant to purchase a $_____________
Convertible
Debenture, and requests that such Convertible Debenture be issued in his/her/its
name and delivered to him/her/it at the following address:
Date:_________________
Signature(s)
(*)
Print
Name(s)
Upon
execution of this Exercise Form and delivery of the Warrant to the Company,
the
undersigned also presents a certified cheque or bank draft payable to the
Company for an amount totalling U.S.$___________________
*
Signature(s) must conform exactly to the names(s) of the Holder as set forth on
the first page of this Warrant.
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ASSIGNMENT
FOR
VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers the within Warrant to purchase
a
$ ______________ Convertible
Debenture to _________________________________, whose
__________________________________________________________________________________address
is
______________________________________________________________________________________________________ and
hereby irrevocably constitute and appoint
_____________________________________________ his/her/its
Attorney to transfer said Warrant on the book of the Company, with full power
of
substitution.
The
undersigned hereby certifies that the transfer of these securities is not being
made to, and the offer of these securities was not made to, and the person
named
below is not, a person in the United States or a U.S. Person (as such terms
are
defined in Regulation S under the United States Securities Act of
1933).
Date:
____________________
Signature(s)
(*)
Print
Name(s)
*
Signature(s) must conform exactly to the names(s) of the Holder as set forth
on
the first page of this Warrant.
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